GÖTEBORG, Sweden, March 22, 2018 /PRNewswire/ --
The shareholders of Concordia Maritime AB (publ), 556068-5819,
are hereby summoned to the Annual General Meeting to be held on
Tuesday, 24 April 2018, at
1 p.m. The Annual General Meeting
will be held at Elite Park Avenue, in Gothenburg. Entrance to the venue opens at
12:15 p.m.
Right to attend and notice of attendance
Shareholders who wish to attend the Annual General Meeting
must:
- be registered as shareholders in the share
register kept by Euroclear Sweden AB on Wednesday 18 April 2018;
- notify the company of their intention to
participate and the number of guests (max. two) who will
accompany the shareholder at the following address: Concordia
Maritime AB, SE-405 19 Gothenburg,
Sweden, by telephone +46-(0)-31-855102 or by e-mail
arsstamma@concordiamaritime.com no later than Wednesday
18 April 2018.
At notification, name, the name of the guests, personal
identification number/registration number, address and telephone
number must be stated.
Nominee-registered shares
Shareholders whose shares have been registered in the name of a
nominee must temporarily re-register their shares in their own name
to be entitled to vote at the Annual General Meeting. Such
registration must be effected at Euroclear Sweden AB no later than
18 April 2018. This means that
shareholders must inform the nominee to effect such registration
well before 18 April 2018.
Nominee
Shareholders who are represented by proxy shall issue a power of
attorney for the representative. A copy of the certificate of
registration (and should such certificate not exist, a
corresponding document of authority) of the legal entity shall be
attached to a power of attorney issued by a legal entity. In order
to facilitate the registration at the Meeting, powers of attorney
in original, certificates of registration and other documents of
authority should be sent to the company so as to be available by
Wednesday 18 April 2018. A form for
proxy is available at the company's head office and on the
company's website, www.concordiamaritime.com.
Agenda
1.
Election of Chairman of the meeting.
2.
Preparation and approval of the voting list.
3.
Approval of the agenda.
4.
Election of persons to verify the minutes.
5.
Consideration if the Annual General Meeting has been duly
convened.
6.
Presentation of the Board of Directors and statement by the
Chairman of the Board.
7.
Statement by the Managing Director.
8.
Presentation of
a) the annual accounts and the consolidated
annual accounts;
b) the audit report and the audit report for
the group;
c) the auditor's statement regarding the
company's compliance with the guidelines for remuneration to
members of the executive management in effect since the previous
Annual General Meeting.
9.
Resolutions regarding
a) adoption of the income statement and
balance sheet and the consolidated income statement and the
consolidated balance sheet;
b) the allocation of the company's profit
according to the adopted balance sheet;
c) the discharge from liability towards the
company in respect of the Board of Directors and the Managing
Director.
10. The
Nomination Committee's report on its work and the Nomination
Committee's motivated statement concerning its proposals regarding
the Board of Directors.
11.
Resolution regarding the number of members and deputy members of
the Board of Directors to be elected by the Annual General Meeting
and the number of auditors and deputy auditors.
12.
Resolution regarding the remuneration to the Board of Directors and
the auditors.
13.
Election of members of the Board of Directors and the Chairman of
the Board.
14.
Election of auditor.
15.
Resolution regarding the establishment of an Nomination Committee
for the next Annual General Meeting.
16.
Resolution regarding guidelines for remuneration to the executive
management.
Election of a Chairman for the meeting (item 1)
The Nomination Committee proposes that Carl-Johan Hagman is elected as Chairman of the
meeting.
Proposal of profit allocation (item 9
b)
The Board of Directors does not propose any distribution of
dividend.
Resolution regarding the number of members and deputy members
of the Board of Directors and the number of auditors and deputy
auditors (item 11)
The Nomination Committee proposes that the number of Board
members elected by the shareholders shall be five and that no
deputies should be appointed. The number of auditors is proposed to
be one.
Resolution regarding the remuneration to the Board of
Directors and the auditors (item 12)
The Nomination Committee proposes that remuneration to the Board
members shall be SEK 400,000 to the
Chairman and SEK 225,000 to each of
the other Board members elected by the shareholders. No additional
remuneration shall be paid for work in Board committees. The
proposed Board remuneration accordingly amounts to SEK 1,300,000 (last year SEK 2,085,000).
The remuneration to the auditors shall be paid according to
invoice approved by the company.
Election of members of the Board of Directors and the
Chairman of the Board (item 13)
The Nomination Committee proposes that Carl-Johan Hagman, Stefan Brocker, Mats
Jansson, Michael G:son Löw and Helena Levander shall be re-elected as Board
members. Carl-Johan Hagman is
proposed to be re-elected as Chairman of the Board of Directors.
The Nomination Committee does not propose any Deputy Chairman of
the Board of Directors. Dan Sten
Olsson and Morten Christian
Mo have declined re-election.
Election of auditor (item 14)
In accordance with the Audit Committee´s recommendation, the
Nomination Committee proposes that KPMG is elected as auditor of
the company. If the Annual General Meeting resolves to elect KPMG
as auditor, KPMG has announced that the current authorised public
accountant in the company, Jan Malm,
will continue as the main responsible auditor at KPMG.
Resolution regarding the establishment of Nomination
Committee for the next Annual General Meeting (item 15)
The Nomination Committee proposes that the Annual General
Meeting resolves to establish a Nomination Committee for the Annual
General Meeting 2019 in accordance with the Nomination Committee's
proposal that comprises the following procedure. The members shall
comprise one representative from each of the two largest
shareholders (in terms of voting power) as of the last bank day in
August the year before the Annual General Meeting members of the
Nomination Committee, provided they desire representation on the
committee, and the company's Chairman of the Board. After the
shareholders have been contacted they shall inform whether they
wish to serve on the Nomination Committee or not within fourteen
days. If no response is received from the shareholder, contact is
made with the next largest shareholder. The largest shareholder in
terms of voting power appoints the Chairman of the Nomination
Committee. The names of the members of the Nomination Committee
shall be published on the company's website as soon as they have
been appointed, but no later than six months before the Annual
General Meeting of 2019. The Nomination Committee's period of
mandate lasts until a new nominations committee has been
appointed.
Resolution regarding guidelines for remuneration to the
executive management (item 16)
The Board of Directors proposes that the following guidelines
for remuneration for the executive management are resolved.
Remuneration consists of a fixed salary, variable remuneration,
a pension and other benefits. In order to attract and retain
expertise, the company aims to offer employees an attractive,
competitive fixed salary. The absolute level depends on the scope
and complexity of the position in question and on the individual
employee's annual performance. Performance is reflected in
particular in the variable remuneration. Variable remuneration
shall be based on annually established factors with respect to,
among other things, the development of the company and reaching
e.g. commercial, operational and financial targets. These targets
are to be determined by the Board of Directors. Agreements on
additional remuneration can be entered into when considered
necessary to be able to attract and retain key expertise, or to
persuade individuals to move to another location or to accept a new
position. Such remuneration shall be of limited duration.
The company's policy regarding pensions is to follow the
practice applied in the local market in each country. A premium
corresponding to 35 per cent of the Managing Director's monthly
pensionable salary and remuneration at any time is paid up until
the pension. For other senior executives in Sweden, a defined contribution plan is
applicable for retirement pensions over and above the base pension
plans on the Swedish labour market
The basic rule is that other benefits, e.g. a company car,
should be in accordance with the local market. For senior
executives in Sweden, the mutual
period of notice is 3 to 12 months depending on the position.
Severance pay amounting to a maximum of 24 monthly salaries is paid
in the event of termination of the Managing Director by the
company.
Annual Report, etc.
The Annual Report in Swedish, the audit report, the auditor's
opinion in item 8 c), and complete proposals and motivated
statements regarding items 10-16 are available at the company's
headquarters and the company's website, www.concordiamaritime.com,
in connection to the issue of the summons. The above documents will
also be sent to shareholders upon request, provided that such
shareholder states a postal address. Such a request may be made in
the same manner as notice of attendance must be made as described
above. The Annual Report in Swedish will be available at the Annual
General Meeting.
Shares and votes
The total number of shares in the company amounts to 47,729,798
shares, whereof 4,000,000 Series A shares and 43,729,798 Series B
shares, representing a total of 83,729,798 votes. The company does
not own any of its own shares.
Information at the Annual General Meeting
The Board of Directors and the Managing Director shall, if
requested by a shareholder and if the Board considers that it will
not cause significant damage to the company, provide information on
circumstances that could affect the assessment of a matter on the
agenda, circumstances that could affect the assessment of the
company's or a subsidiary's economic situation and the company's
relations with another group company.
12:15 p.m. Entrance to the venue for the Annual
General Meeting opens
1 p.m.
Opening of the Annual General Meeting
After the meeting, light refreshments will be
served.
Gothenburg in March, 2018
Concordia Maritime AB (publ)
Board of Directors
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SOURCE Concordia Maritime